How to read a PSP contract: the clauses to check before you sign

A PSP agreement is usually signed when both sides are optimistic and read closely when one side is not. The rate gets negotiated. The clauses that decide what happens during a bad month, a dispute spike or an exit often do not. Those are the clauses that can hold your cash, end your processing or leave your saved cards behind.

This article walks through the clauses to read: fees and minimums, reserves, termination, exit and data export, settlement timing and chargeback liability. We use Stripe’s and Adyen’s published terms as examples, because they are public, not because they are unusual. This is general guidance and not legal advice. For comparing prices, see interchange++ vs blended pricing.

What exactly are you signing?

A provider agreement is rarely one document. Expect a master agreement, a pricing schedule, regional terms, product terms and a list of prohibited businesses. Stripe’s agreement, for example, contains regional sections that change the result: its general terms say Stripe may terminate at any time, while its Australian terms require 30 days’ notice for termination for convenience. Adyen’s published terms apply unless otherwise agreed, so a signed contract may differ.

Card scheme rules sit underneath all of it. Visa’s rules require a merchant agreement to oblige the merchant to follow the Visa rules, and to include Visa’s right to limit or terminate the acquirer’s agreement with the merchant. So a contract can end for reasons that begin outside the provider.

Do not assume regulation fills the gaps. In the UK, regulation 40(7) of the Payment Services Regulations 2017 lets the parties agree that Part 6 does not apply where the customer is not a consumer, a micro-enterprise or a charity. Look for that wording, and ask a lawyer what you give up.

Three things to do first:

1. Get every document the contract refers to, including anything incorporated by a link.
2. Check which version applies to your contracting entity and country.
3. Find out how the provider gives notice of changes, and who on your side receives it.

What should you check in fees and minimums?

Our pricing article covers how to compare rates and which line items to look for. In the contract, the questions are different: can the numbers change, and on what notice?

Published terms vary. Stripe’s agreement says it may revise fees at any time, subject to law, and will give at least 30 days’ notice of an increase. Adyen’s terms allow a price increase on three months’ notice, with a right for the merchant to terminate before the notice ends. That notice and exit right do not apply where the increase comes from acquirer or scheme fee changes, or from changes in law or scheme rules. Inflation adjustments are capped, may be applied only once every 12 months, and need at least one month’s notice.

Regional rules can help. Visa’s rules say a European merchant agreement must notify the merchant that MIF Plus Plus pricing is available for consumer cards, and must specify the merchant service charge, interchange and scheme fees for each Visa product category, unless the merchant asks in writing for another format. In the US, the agreement must clearly state the acquirer’s name and location and the terms of payment to the merchant.

Watch for terms that outlast your interest in the service. The US Federal Trade Commission said in 2022 that First American’s standard contract had a three-year term and a USD 495 cancellation fee, while sales staff often told merchants they could cancel without one. The settlement required the defendants to pay USD 4.9 million. Minimum terms, cancellation fees and annual fees all belong in your exit calculation.

How do reserve clauses work?

A reserve is money the provider holds against your future liabilities. Visa’s rules allow it: payments to a merchant may be net of credits, agreed fees, disputes and merchant reserve funds. The amounts are a commercial matter between you and the provider, and our article on settlement times explains the effect on cash flow.

The clause to read is who decides. Stripe’s agreement defines a reserve as collateral funds that Stripe holds and controls to satisfy liabilities or potential liabilities. Adyen’s terms go into more detail. Adyen may require an initial transfer before commercial use, may require a top-up if the reserve drops below its level, and may adjust that level at its sole discretion. Interest is not due on amounts held before settlement, except where Adyen’s wilful misconduct or gross negligence delays it by more than 30 days.

Ask for these in writing:

• The percentage or fixed amount at signing, and how it is calculated.
• The events that can trigger a new reserve or an increase.
• How much notice you get, and whether you can challenge it.
• When funds are released, both during the contract and after it.

Reserves also decide what leaving costs.

Example figures, for illustration only.

A store processing EUR 400,000 a month is leaving a provider. It has EUR 60,000 in a reserve, the contract says the reserve is released about six months after termination, and notice is two months.

Item	Amount	When
Reserve held after exit	EUR 60,000	Released about six months after termination, less any claims
Chargebacks arriving after exit	EUR 9,000	Deducted from the reserve as they arrive
Cash expected back	EUR 51,000	At the end of the release period

The store has to fund its new provider’s reserve, if any, while the old one is still held. That is the number to know before serving notice.

When can each side end the contract?

Read termination from both directions. You want to be able to leave. You also want warning before the provider leaves you.

Point to check	Stripe (general terms)	Adyen (published terms)
Merchant leaves	Any time, by closing the account	At least two months’ written notice
Provider leaves for convenience	Any time, with notice as required by law	At least two months’ written notice
Provider suspends or ends for cause	Immediate termination for listed causes, including uncured material breach	May suspend services and settlement in listed cases, then terminate if the cause is not cured within 15 business days
Merchant exits for cause	Not needed, as the merchant can leave at any time	Immediately for listed breaches, such as availability below 90% in a month

A long notice period protects you more than a short one if the provider is your only route. Our article on single PSP risk explains why. Also note how a contract can roll on. The UK Payment Systems Regulator found that the indefinite length of many card-acquiring contracts gives merchants no clear prompt to shop around, and it required the firms it directed to send trigger messages to merchants, at least every 30 days for indefinite contracts. It also capped point-of-sale terminal contracts at 18 months. The trigger messages cover merchants with annual card turnovers of up to GBP 50 million, and the 2022 directions went to named providers, so check whether yours is covered.

The reason for termination matters as much as the date. Stripe’s documentation says closing a processing account does not prevent a listing on Mastercard’s MATCH file if the merchant meets the criteria, and that listings stay active for 5 years. If a provider is ending the relationship, find out on what grounds.

What happens to your data when you leave?

This is where public terms are often silent. In the Stripe agreement text we read, Stripe says it is not obliged to retain data it receives after the term, subject to exceptions, and we found no general export right in the main terms. We found no card data export clause in the Adyen terms either. Our article on card token portability explains how migrations work and lists the clauses to request. A process in a help page is not the same as a right in a contract.

Export is not only about cards. Adyen’s terms require the merchant to keep transaction records for at least two years, among other periods. You will need transaction data for disputes, tax and reconciliation after you stop processing, so ask how long you keep access to reports and in what format. Our article on adding a second PSP lists what to confirm before a new provider goes live.

When does the money actually reach you?

Visa’s rules say an acquirer must pay its merchant promptly after the transaction is deposited, but the contract defines what you actually receive and when. Adyen’s terms show the typical conditions. Settlement depends on the funds having reached Adyen and on the reserve being at its required level. Adyen can withhold settlement of captured funds it suspects are fraudulent, illegal or likely to become a chargeback, pending investigation. It will not compensate for late performance by an issuer, acquirer or scheme, and it can set off fees and other amounts from settlements.

Check these points:

• The settlement schedule, and whether it is a commitment or an estimate.
• Whether it can change, and on what notice.
• Which events allow the provider to hold funds, and for how long.
• Whether fees are netted from settlement or invoiced.
• Which currencies you are paid in, and who sets the conversion rate.

Who pays for chargebacks?

Usually you do. Adyen’s terms say that if a chargeback is validly raised, the merchant is no longer entitled to the amount and must return it, and that Adyen may deduct it from settlements or the reserve. Stripe’s agreement includes an indemnity for losses arising from use of its services, and treats disputes as part of a transaction.

Three details decide how much this costs:

• Fees and fines. Check the per-dispute fee, whether it comes back if you win, and whether scheme fines pass through to you.
• Thresholds. Adyen’s terms say chargeback levels above 0.5% are generally unacceptable and may lead to corrective action. Find your provider’s figure, and compare it with scheme programmes such as VAMP.
• Survival. Adyen stays entitled to recover chargebacks, fees and related fines after termination for transactions processed during the agreement. Our guide to chargeback management covers the operational side.

What is a quick clause checklist?

Use this before signing, and again before renewing.

Clause	Question to answer
Documents	Have we read every linked or incorporated document?
Fee changes	What notice do we get, and can we leave without a fee?
Minimums	What are the term, minimum fees and cancellation fees?
Reserve	Who sets it, what triggers it and when is it released?
Termination	What notice does each side give, and what are the immediate grounds?
Suspension	Can processing and settlement stop without notice?
Data export	Is there a right to export cards and transaction data, with a timeline?
Settlement	What is the schedule, and what allows a hold?
Chargebacks	Who pays, what are the thresholds, and how long does liability last?
Survival	Which clauses continue after exit, and for how long?

How does Omno help when you have several PSP contracts?

Omno does not replace your provider agreements: each contract stays between you and that provider, with its own reserves, notice periods and liabilities. What changes is your position. With several providers behind one integration, routing rules and traffic splitting let your team move volume between them, and reports and the full transaction trail give you records of your own to check against each provider’s settlement. The payment orchestration page explains how providers sit behind one integration.